United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


   
                                   FORM 10-QSB/A
    


              [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1996

                                       OR

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         For the transition period from...............to...............

                         Commission file number 0-19626

             ENEX 90-91 INCOME AND RETIREMENT FUND - SERIES 3, L.P.
        (Exact name of small business issuer as specified in its charter)

              New Jersey                                  76-0299900
    (State or other jurisdiction of                    (I.R.S. Employer
    incorporation or organization)                    Identification No.)

                         Suite 200, Three Kingwood Place
                              Kingwood, Texas 77339
                    (Address of principal executive offices)

                           Issuer's telephone number:
                                 (713) 358-8401

         Check whether the issuer (1) has filed all reports required to be filed
by  Section  13 or 15(d) of the  Exchange  Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing requirements for the past 90 days.
                                    Yes x      No

Transitional Small Business Disclosure Format (Check one):

                                    Yes        No x


<PAGE>


                            PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

<TABLE>
<CAPTION>
ENEX 90-91 INCOME AND RETIREMENT FUND - SERIES 3, L.P.
BALANCE SHEET
-----------------------------------------------------------------------

                                    JUNE 30,
ASSETS                                                 1996
                                                 ------------------
                                   (Unaudited)
CURRENT ASSETS:
<S>                                                 <C>
  Cash ..........................................   $ 54,106
  Accounts receivable - oil & gas sales .........     41,941
                                                    --------

Total current assets ............................     96,047
                                                    --------

OIL & GAS PROPERTIES
  (Successful efforts accounting method) - Proved
   mineral interests ............................    962,796
  Less  accumulated depletion ...................    454,877
                                                    --------

Property, net ...................................    507,919
                                                    --------

ORGANIZATION COSTS
(Net of accumulated amortization of $41,331) ....      2,171
                                                    --------

TOTAL ...........................................   $606,137
                                                    ========

LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable .............................   $     52
   Payable to general partner ...................      1,969
                                                    --------

Total current liabilities .......................      2,021
                                                    --------

PARTNERS' CAPITAL:
   Limited partners .............................    593,785
   General partner ..............................     10,331
                                                    --------

Total partners' capital .........................    604,116
                                                    --------

TOTAL ...........................................   $606,137
                                                    ========

   
Number of $500 Limited Partner units outstanding       2,175
    

</TABLE>

See accompanying notes to financial statements.
---------------------------------------------------------------------------

                                       I-1

<PAGE>


CAPITAL RESOURCES AND LIQUIDITY


   
The Company's cash flow from  operations is a direct result of the amount of net
proceeds  realized  from the sale of oil and gas  production.  Accordingly,  the
changes in cash flow from 1995 to 1996 are  primarily  due to the changes in oil
and  gas  sales  described  above.  It is the  general  partner's  intention  to
distribute  substantially  all of  the  Company's  available  cash  flow  to the
Company's partners.  The Company's "available cash flow" is essentially equal to
the net amount of cash provided by operating activities.
    

The Company will continue to recover its reserves and  distribute to the limited
partners  the net  proceeds  realized  from the sale of oil and gas  production.
Distribution  amounts are subject to change if net  revenues are greater or less
than  expected.  Nonetheless,  the general  partner  believes  the Company  will
continue  to have  sufficient  cash flow to fund  operations  and to  maintain a
regular pattern of distributions.

On August 9, 1996, the Company's  General Partner  submitted  preliminary  proxy
material  to the  Securities  Exchange  Commission  with  respect  to a proposed
consolidation  of the Company with 33 other managed  limited  partnerships.  The
terms  and  conditions  of the  proposed  consolidation  are set  forth  in such
preliminary proxy material.

                                       I-6

<PAGE>



                                   SIGNATURES


         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned  thereunto duly
authorized.


                                         ENEX 90-91 INCOME AND RETIREMENT
                                              FUND - SERIES 3, L.P.
                                                   (Registrant)



                                           By:ENEX RESOURCES CORPORATION
                                                  General Partner



                                           By: /s/ R. E. Densford
                                                   R. E. Densford
                                             Vice President, Secretary
                                           Treasurer and Chief Financial
                                                      Officer




   
November 7, 1996                           By: /s/ James A. Klein
                                              -------------------
                                                    James A. Klein
                                                Controller and Chief
                                                 Accounting Officer